Judge: Gregory Keosian, Case: 22STCV15294, Date: 2022-09-27 Tentative Ruling

Case Number: 22STCV15294    Hearing Date: September 27, 2022    Dept: 61

Defendants Huntington Reproductive Center Medical Group and Wendy Shubin’s Motion to Compel Arbitration is DENIED.

I.                   MOTION TO COMPEL ARBITRATION

On petition of a party to an arbitration agreement to arbitrate a controversy, a court must order the petitioner and respondent to arbitrate the controversy if it determines the arbitration agreement exists, unless (1) the petitioner has waived its right to arbitrate; (2) grounds exist for the revocation of the agreement; or (3) “[a] party to the arbitration agreement is also a party to a pending court action or special proceeding with a third party, arising out of the same transaction or series of related transactions and there is a possibility of conflicting rulings on a common issue of law or fact.” (Code Civ. Proc., § 1281.2.)

“[T]he party moving to compel arbitration bears the burden of establishing the existence of a valid agreement to arbitrate, and the party opposing arbitration bears the burden of proving by a preponderance of the evidence any fact necessary to its defense. The role of the trial court is to sit as a trier of fact, weighing any affidavits, declarations, and other documentary evidence, together with oral testimony received at the court's discretion, to reach a determination on the issue of arbitrability.” (Hotels Nevada v. L.A. Pacific Center, Inc. (2006) 144 Cal.App.4th 754, 758.)

Defendants Huntington Reproductive Center Medical Group and Wendy Shubin (Defendants) present an arbitration agreement executed by Plaintiffs Shaghayegh Balali and Sean Bafan (Plaintiffs) on April 9, 2019. (Petersen Decl. Exh. B.) That agreement states:

Pursuant to this Mutual Binding Arbitration Agreement (“Arbitration Agreement”), all disputes, claims or controversies against HRC Fertility and its agents, employees, owners, shareholders, officers, directors, partners, and associates, arising out of the rendering of professional services, as well as the breach, termination, enforcement, interpretation or validity of any written agreement pertaining thereto, and including claims for negligence, battery, wrongful death, lack of informed consent and loss of consortium, as well as the determination of the scope or applicability of this Agreement, shall be exclusively determined by binding arbitration, before the American Arbitration pursuant to the Commercial Rules of the American Arbitration Association (“AAA”) in Los Angeles, California, and shall be governed in accordance with the laws of the State of California. Said binding arbitration shall be before a single arbitrator with at least 20 years’ experience in the field of medical malpractice. Binding arbitration is an alternative to the civil jury system by which the parties waive the right to file a civil action in the Superior Court, or to have a jury or sitting judge determine the dispute, claim or controversy, in favor of the binding arbitration.

(Ibid.)

This language does not encompass Plaintiffs’ complaint, however. Plaintiffs’ claims do not arise from the rendering of professional services, and are not founded upon medical negligence or associated theories. They rather arise from Defendants’ alleged disrupting of Plaintiffs’ relationship with their gestational surrogate by soliciting her to engage couples other than Plaintiffs. “California has a strong public policy in favor of arbitration and any doubts regarding the arbitrability of a dispute are resolved in favor of arbitration.” (Coast Plaza Doctors Hosp. v. Blue Cross of California (2000) 83 Cal.App.4th 677, 686.) But even with this policy in mind, Plaintiffs’ claims do not fit within the above language, as they do not concern any services provided by Defendants, any contract pertaining to same, or any damages arising therefrom.

Defendants counter, however, that another clause in the agreement expands the scope of arbitrable disputes. They point to Article 6, which states the following:

This Arbitration Agreement may be revoked by written notice delivered to HRC within 30 days of signature and if not revoked will govern all professional services received by the Partner(s) and all other disputes between the parties. If this arbitration agreement is revoked within 30 days of signature, treatment will be discontinued. Services will be itemed fee for services and a partial refund, if available, will be credited to your account.

(Petersen decl. Exh. B.) Defendants argue that this language means that, despite prior, extensive language specifically delineating the scope of arbitration, if the arbitration agreement is not rescinded, it must encompass all disputes of any kind. (Motion at pp. 9–11.)

This reading of the clause is unreasonable. The arbitration agreement describes its scope repeatedly and with specificity, both in the article devoted to that subject and throughout other areas of the contract, including its opening and closing paragraphs. It is unreasonable to read the “all other disputes” language, buried in the paragraph governing the process for rescission, as expanding the scope of the arbitration agreement beyond these bounds. Indeed, to give Defendants’ desired effect to the clause would be to swallow all other provisions governing the agreement’s scope, as such language would necessarily take effect whenever the contract was not rescinded — i.e. in every instance of its effective application. Contrary to Defendants’ arguments, the reasonable interpretation of this “all other disputes” language does not expand the agreement to include the whole universe of possible legal claims, but merely refers to the kinds of disputes listed in Article 2 of the same agreement, which includes claims related to professional services before specifically listing other included claims.

Therefore, because no portion of Plaintiffs’ claims fits within the scope of the arbitration agreement that Defendants present, their motion to compel arbitration is DENIED.